The old witch, Alice Bigtoes of the Bigglebobs, is tired of everyone telling her how ugly she is. So she has devised a plan of revenge--to wipe away all the children's smiles on Halloween. She has just the right recipe to accomplish the task but she is missing one ingredient: a child's frown. In her search for that ingredient she encounters young Alex McDoon who helps her to find another ingredient that leads to a change of heart.